Miscellaneous PA Flag Template

Miscellaneous PA Flag Template

Effective Date:

Recitals

WHEREAS, Client Name: requires certain services described herein relating to flagging, inspection, or related miscellaneous services (the "Services"); and

WHEREAS, Provider Name: represents that it has the qualifications, experience and capacity to perform the Services under the terms set forth below; and

WHEREAS, the parties wish to set forth their respective rights and obligations regarding the provision, payment and confidentiality of such Services.

Scope of Work

Provider shall perform the Services described below. Deliverables, acceptance criteria, and any required safety or regulatory compliance are set forth in this Section.

Payment Terms

Client shall pay Provider for the Services in accordance with the schedule and amounts below. All fees are payable in United States dollars unless otherwise agreed in writing.

Late payment shall incur interest and fees as described below.

If any invoice remains unpaid after the Invoice Due Period, interest shall accrue at the rate specified in Late Fee above, compounded monthly, or the maximum rate permitted by law, whichever is lower. Client shall also be responsible for reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement shall commence on Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the Notice Period specified below following written notice.

Upon termination for any reason, Provider shall be entitled to payment for Services performed and reimbursable expenses incurred through the effective date of termination. Sections that by their nature survive termination shall remain in effect.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, pricing, technical data, business plans, and customer information.

Receiving party shall: (a) hold Confidential Information in strict confidence; (b) not disclose it to any third party except as permitted herein; and (c) use it solely to perform its obligations under this Agreement. Receiving party may disclose Confidential Information to those of its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

Confidential Information shall not include information that: (i) is or becomes generally available to the public other than through breach of this Agreement; (ii) was known to receiving party prior to disclosure as evidenced by written records; (iii) is rightfully obtained by receiving party from a third party without restriction; or (iv) is independently developed by receiving party without use of Confidential Information.

Governing Law; Remedies

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within Pennsylvania for any dispute arising under or in connection with this Agreement.

The parties acknowledge that monetary damages may be an inadequate remedy for breach of confidentiality or other material obligations and that injunctive or equitable relief shall be available in addition to any other remedies at law or in equity.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and communications, whether written or oral.

No modification or amendment of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing herein creates a partnership, joint venture or employment relationship.

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